Common use of Accounts and Reports Clause in Contracts

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty (120) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and balance sheets) and cash flow statements of the Company and its Subsidiaries as of the end of such year, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheets, cash flow statements, and comparisons to budget) of the Company and its Subsidiaries as of the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may be, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Company. (c) At the time of delivery of each annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Promptly upon receipt thereof and review by the Company's Board of Directors, any written report, so called "management letter," and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (e) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary which, if successful, could have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (f) Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders of the Company as such or to the Commission; and (g) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request.

Accounts and Reports. The Company willOperator shall furnish or cause to be furnished to Owner and each Member the following reports: (a) Within 15 days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary of the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, in each case together with a comparison to the schedule for construction and testing contemplated by the EPC Contract), and will cause (ii) a table of the actual O&M Costs during such month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of each calendar quarter, (i) an unaudited balance sheet of its Subsidiaries Owner as at the end of such month and unaudited statements of income and of changes in cash flow of Owner for such quarter and for the year-to-date period ended on the last day of such quarter, maintain a standard system of accounts in each case prepared in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set setting forth in this Section 3.1comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accruals. (ac) Within one hundred twenty (120) 90 days after the end of each fiscal yearFiscal Year, a copy an audited balance sheet of the audited annual consolidated financial statement (including income statements and balance sheets) and cash flow statements of the Company and its Subsidiaries Owner as of the end of such year and audited statements of income and of changes in cash flow of Owner for such year, including comparisons to the prior year, prepared in accordance with GAAP, duly GAAP consistently applied. Owner’s annual financial statements shall be certified by an independent public accountant of national recognition a nationally or regionally recognized accounting firm selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statementsOwner Management Committee. (bd) Within forty-five (45) No later than 30 days after prior to the end start of each calendar quarter (other than the last quarter in each fiscal year) an unaudited consolidated quarterly financial statement (including income statementsnew Fiscal Year, balance sheets, cash flow statements, projections and comparisons to budget) of the Company and its Subsidiaries as of the end of a proposed budget for such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may benew Fiscal Year, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Company. (c) At the time of delivery of each annual statement, on a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such defaultmonthly basis, and (ii) with respect to promptly after the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Promptly upon receipt thereof and review by the Company's Board of Directorspreparation thereof, any written report, so called "management letter," and any other communication submitted revisions to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries;such projections. (e) Promptly after As promptly as practicable, any notice or written assertion of noncompliance by Owner with any Applicable Law or Facility Document which could reasonably be expected to result in a material adverse effect on the commencement thereofbusiness, notice assets, condition (financial or other), results of (i) all actions, suits and proceedings before any court operations or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary which, if successful, could have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods);prospects of Owner. (f) Promptly upon sending, making available, Any other financial or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders of the Company as such or to the Commission; and (g) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries available as the Purchasers may from time to time any Member shall reasonably request.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied (except for year-end and non-recurring adjustments effected in accordance with generally accepted accounting principles) and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser Person who is entitled to the benefits of this Article V the information set forth in this Section 3.15.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and consolidating balance sheets) and cash flow statements sheet of the Company and its any Subsidiaries as of at the end of such year, prepared together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and any Subsidiaries for such year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly certified audited by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statementsreasonably acceptable to Investors. (b) Within forty-five (45) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited quarter, a consolidated quarterly financial statement (including income statements, and consolidating balance sheets, cash flow statements, and comparisons to budget) sheet of the Company and its any Subsidiaries as of the end of such fiscal quarter and consolidated and consolidating statements of income, shareholders' equity and cash flow for such quarter and for the period from beginning of the then current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared (it being understood that for purposes of presentation of any comparative financial statements under this Section 5.1, during the first year of the Company's existence, comparison will be made to the performance of the Seller during the corresponding period of the year which statements of the Seller may not be in accordance with GAAP generally accepted accounting principles). The financial statements delivered pursuant to this paragraph (except for normal year end adjustments and the absence of footnotesb) and need not be audited, but shall be certified to by the Chief Financial Officer chief financial officer of the CompanyCompany as presenting fairly the financial condition of the Company and any Subsidiaries in conformity with generally accepted accounting principles applied on a consistent basis, subject to changes resulting from year-end and non-recurring adjustments. (c) Within thirty (30) days after the end of each calendar month, an unaudited consolidated balance sheet of the Company and any Subsidiaries as of the end of such month and unaudited consolidated statements of income and shareholders' equity for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail. (d) At the time of delivery of each monthly, quarterly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (de) Prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 5.8, in form consistent with past practice. (f) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so typically called a "management letter," ", and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its any Subsidiaries; (eg) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could have a Material Adverse Effectmaterial adverse effect on the Company and any Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fh) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and (gi) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as any Person entitled to the Purchasers benefits of this Article VI may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income and consolidating balance sheet of the Company and its Subsidiaries as at the end of such year, together with consolidated and consolidating statements and balance sheets) of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by the unqualified report of Ernst & Young LP or such other of the six largest public accountant firms (measured by total revenues) as may be selected from time to time by the Board of Directors; provided that such consolidating statements need not be audited. (b) Within thirty (30) days after each month, a preliminary consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such yearmonth and preliminary consolidated and consolidating statements of income, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by shareholders' equity and cash flow for such month and for the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after period commencing at the end of each calendar quarter (other than the last quarter in each previous fiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheets, cash flow statements, year and comparisons to budget) of the Company and its Subsidiaries as of ending with the end of such quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Companydetail. (c) At the time of delivery of each monthly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused reviewed the provisions of Articles III, IV and IX of this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement thereof or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Not later than thirty (30) days prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8. (e) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, any so called "management letter," ", and any other communication reports submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries;. (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fg) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and (gh) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income and consolidating balance sheet for the Company and its Subsidiaries as at the end of such year, together with consolidated and consolidating statements and balance sheets) of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by the unqualified report of one of the five (5) largest public accounting firms (measured by total revenues), which firm shall be selected by the Board of Directors of the Company. (i) For the period beginning with April 2001 and ending with December 2001, within sixty (60) days after each month, a preliminary consolidated and consolidating balance sheet for each of (A) the Company and its United States Subsidiaries and (B) the Company's Non-United States Subsidiaries, as of the end of such month and preliminary consolidated and consolidating statements of income, shareholders' equity and cash flow for each of (A) the Company and its United States Subsidiaries and (B) the Company's Non-United States Subsidiaries, for such month for the period commencing at the end of the previous fiscal year and ending with the end of such month, (ii) For the period beginning with January 2002, within thirty (30) days after each month, a preliminary consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such yearmonth and preliminary consolidated and consolidating statements of income, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by shareholders' equity and cash flow for such month and for the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after period commencing at the end of each calendar quarter (other than the last quarter in each previous fiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheets, cash flow statements, year and comparisons to budget) of the Company and its Subsidiaries as of ending with the end of such quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Companydetail. (ci) For the fiscal quarters ending March 31, 2001, June 30, 2001, September 30, 2001 and December 31, 2001, within (A) seventy-five (75) days after the end of (ii) For each quarter beginning with the quarter ending March 31, 2002, within forty-five (45) days after the end of each fiscal quarter an unaudited consolidated and consolidating accrual basis balance sheet of the Company as of the end of such quarter and accrual basis preliminary statements of income, shareholders' equity and cash flow for such quarter and for the period commencing with the end of the previous fiscal year and ending with the end of such quarter, setting forth, beginning with the first anniversary of the Closing Date, in each case in comparative form (i) the corresponding figures for the corresponding period of the preceding fiscal year and (ii) the corresponding figures for the corresponding period set forth in the operating plan and budget submitted to the Board of Directors of the Company pursuant to paragraph (e) herein, all in reasonable detail. (d) At the time of delivery of each monthly, quarterly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused the provisions of Articles III, IV and IX of this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement thereof or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (de) Not later than thirty (30) days prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8. (f) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," ", and any other communication reports submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (eg) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fh) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) Subsidiary shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and; (gi) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request; and (j) Immediately following the Closing Date, the Company shall engage one of the five (5) largest public accounting firms (defined by total revenue), which firm shall be selected by the Board of Directors of the Company, to prepare an audited, consolidated and consolidating balance sheet of the Company and its Subsidiaries for fiscal year ended December 31, 2000, together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth, in each case, in comparative form, the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by the unqualified report of such public accounting firm, and which shall be delivered to the Purchasers on or before August 1, 2001.

Accounts and Reports. The Company will, and will cause each of its -------------------- Subsidiaries to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and consolidating balance sheets) and cash flow statements sheet of the Company and its Subsidiaries as of at the end of such year, prepared together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statementsreasonably acceptable to Purchasers. (b) Within forty-five thirty (4530) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited month, a preliminary consolidated quarterly financial statement (including income statements, and consolidating balance sheets, cash flow statements, and comparisons to budget) sheet of the Company and its Subsidiaries as of the end of such quartermonth and preliminary consolidated and consolidating statements of income, shareholders' equity and cash flow for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Companydetail. (c) At the time of delivery of each monthly and annual statement, a certificate, executed by the either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8, in form consistent with good business practice. (e) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," ", and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could have a Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fg) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and (gh) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers Purchaser may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each any of its Subsidiaries -------------------- subsidiaries to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied applied, and the Company will, and will cause each of its Subsidiaries subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser Investor the information set forth in this Section 3.1. 1(a): Within ninety (a) Within one hundred twenty (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and consolidating balance sheets) and cash flow statements sheet of the Company and its Subsidiaries subsidiaries as of at the end of such year, prepared together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its subsidiaries for such year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly certified by an independent public accountant accountants of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. Company; Within thirty (b) Within forty-five (4530) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited month, a preliminary consolidated quarterly financial statement (including income statements, and consolidating balance sheets, cash flow statements, and comparisons to budget) sheet of the Company and its Subsidiaries subsidiaries as of the end of such quartermonth and preliminary consolidated and consolidating statements of income, shareholders' equity and cash flow for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Company. (c) At the time of delivery of each annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) detail; Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," and any other communication submitted to the Company or any Subsidiary subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (e) subsidiaries; and Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary subsidiary) which, if successful, could have would represent a Material Adverse EffectChange as defined in the Purchase Agreement; and (ii) all material defaults by the Company or any Subsidiary subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (f) Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders of the Company as such or to the Commission; and (g) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each of its -------------------- Subsidiaries to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and consolidating balance sheets) and cash flow statements sheet of the Company and its Subsidiaries as of at the end of such year, prepared together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statementsreasonably acceptable to Purchasers. (b) Within forty-five thirty (4530) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited month, a preliminary consolidated quarterly financial statement (including income statements, and consolidating balance sheets, cash flow statements, and comparisons to budget) sheet of the Company and its Subsidiaries as of the end of such quartermonth and preliminary consolidated and consolidating statements of income, shareholders' equity and cash flow for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Companydetail. (c) At the time of delivery of each monthly and annual statement, a certificate, executed by the either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement and the terms of the Preferred Stock to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or such Preferred Stock or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value Applicable Conversion Value of the Purchased Shares Series A Preferred Stock and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8, in form consistent with good business practice. (e) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," ", and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could have a Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fg) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and (gh) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers Purchaser may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty (120) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and balance sheets) and cash flow statements of the Company and its Subsidiaries as of the end of such year, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statementsCompany. (b) Within forty-five thirty (4530) days after the end of each calendar quarter month in each fiscal year (other than the last quarter month in each fiscal year) an unaudited consolidated quarterly monthly financial statement (including income statements, balance sheets, cash flow statements, and comparisons to budget) of the Company and its Subsidiaries as of the end of such quartermonth, setting forth in each case in comparative form (i) the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may be, and (ii) the corresponding figures for the corresponding period set forth in the Management Presentation, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Company). (c) No later than thirty (30) days prior to the commencement of each fiscal year consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its Subsidiaries in respect of such fiscal year; provided, however, that all such budgets, projections and revisions shall be subject to the prior approval of a majority of the Board of Directors of the Company; (d) At the time of delivery of each annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A C Preferred Stock may then be converted. (de) Promptly upon receipt thereof and review by the Company's Board of Directors, any written report, so called "management letter," and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary which, if successful, could have a Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (fg) Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; and (gh) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system -------------------- of accounts in accordance with GAAP generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and consolidating balance sheets) and cash flow statements sheet of the Company and its Subsidiaries as of at the end of such year, prepared in accordance together with GAAPaudited consolidated and consolidating statements of operations, duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company shareholders' equity and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after the end of each calendar quarter (other than the last quarter in each fiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheets, cash flow statements, and comparisons to budget) of the Company and its Subsidiaries as of the end of for such quarteryear, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly examined in accordance with generally accepted accounting standards and certified by one of the "Big-Five" accounting firms selected by the Board of Directors of the Company and reasonably acceptable to a majority in interest of the Purchasers (provided that such consolidating statements need not be certified); (b) Within thirty (30) days after the end of each calendar month, (i) a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, shareholders' equity and cash flow for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding budgeted figures for such periods and the corresponding figures for the corresponding period of the preceding fiscal year for and a comparison to the Company and each of its Subsidiaries, as the case may bebudget referred to in paragraph (d) below, all in reasonable detail detail; (ii) a summary of cash expenditures for such month, together with a statement of outstanding cash balances as of the end of such month; (iii) statement as to the number of full-time and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to part-time employees employed by the Chief Financial Officer Company during such month and any change in the number of such employees from the Company.prior month; and (iv) a monthly management report presenting a discussion and analysis of actual monthly and year-to-date results compared to the projected results included in the operating plan and budget referenced below; (c) At the time of delivery of each monthly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement and the terms of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value Applicable Conversion Value (as defined in the Fourth Restated Certificate of Incorporation) of the Purchased Shares Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock and the number of Conversion Shares into which each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock may then be converted.; (d) No later than thirty (30) days prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8(a), in form consistent with good business practice; (e) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its SubsidiariesCompany; (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company and involving a claim or claims in excess of $25,000 or that could otherwise materially adversely affect the Company or any Subsidiary which, if successful, could have a Material Adverse EffectSubsidiary; and (ii) all material defaults by the Company or any Subsidiary (whether or not declaredx) in excess of $25,000 under any agreement for money borrowed (unless waived or cured within applicable grace periodsperiods (whether or not declared)) or (y) or that could otherwise materially adversely affect the Company or any Subsidiary; (fg) Promptly upon sending, making available, or filing the same, all reports and financial statements which as the Company (or any Subsidiary) shall send or make available generally to the stockholders shareholders of the Company as such or to the Commission; andCommission or to the Company's bank or any other lender; (gh) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request; and (i) Promptly, upon release to the general public, a copy of each material press release.

Accounts and Reports. The Company will, and will cause each of its Subsidiaries (if any) to, maintain a standard system of accounts in accordance with GAAP generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, (if any) to keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in this Section 3.1. (a) Within one hundred twenty ninety (12090) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income and consolidating balance sheet of the Company and its Subsidiaries as at the end of such year, together with consolidated and consolidating statements and balance sheets) of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by the unqualified report of one of the six largest public accountant firms (measured by total revenues), which firm shall be selected by the Board of Directors of the Company; provided that such consolidating statements need not be audited. (b) Within thirty (30) days after each month, a preliminary consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such yearmonth and preliminary consolidated and consolidating statements of income, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by shareholders' equity and cash flow for such month and for the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after period commencing at the end of each calendar quarter (other than the last quarter in each previous fiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheets, cash flow statements, year and comparisons to budget) of the Company and its Subsidiaries as of ending with the end of such quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and each of its Subsidiaries, as the case may beyear, all in reasonable detail and prepared in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Companydetail. (c) At the time of delivery of each monthly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused the provisions of Articles III, IV and IX of this Agreement Agreement, and the terms of the documents related to the Senior Credit Financing to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement thereof or, if such officer has such knowledge, specifying such default, and (ii) with respect to the delivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Not later than thirty (30) days prior to the end of each fiscal year, a copy of the operating plan and budget for the next fiscal year required under Section 3.8. (e) Promptly upon receipt thereof and review by the Company's Board of Directorsthereof, any written report, so called "management letter," and any other communication reports submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (ef) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary Subsidiary) which, if successful, could would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (f) Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders of the Company as such or to the Commission; and (g) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request.